Virgin Media Inc. (“Virgin Media”) (NASDAQ:VMED) (LSE:VMED) today announced that the consent solicitation, undertaken at the request of Liberty Global, Inc. (“LGI”) in order to facilitate the funding by LGI in connection with the proposed merger of LGI and Virgin Media, by its subsidiary Virgin Media Finance PLC (“VMF”) with respect to holders of VMF’s dollar denominated 8.375% senior notes due 2019 and sterling denominated 8.875% senior notes due 2019 (collectively, the “2019 Notes”) has been successful and has obtained the required consents necessary to approve the proposed amendments (the “Amendments”) and waivers (the “Waivers”) to certain provisions of the indenture governing the 2019 Notes set forth in the consent solicitation statement dated February 6, 2013 (the “Consent Solicitation Statement”).
The adoption of the Amendments and the Waivers required the consents of the holders of at least a majority in principal amount of the then outstanding 2019 Notes voting as a single class. A majority of noteholders (voting as a single class) have submitted their consents and not validly withdrawn them prior to the Revocation Deadline (as such term is defined in the Consent Solicitation Statement). The solicitations of consents for the Waivers and Amendments with respect to the 2019 Notes was independent of the concurrent consent solicitations undertaken by Virgin Media Secured Finance PLC (“VMSF”), with respect to VMSF’s senior secured notes due 2018 and 2021.
A supplemental indenture has been entered into with respect to the 2019 Notes containing the Waivers and Amendments and binds all holders of the 2019 Notes, including those that did not give their consent, though non-consenting holders will not receive the consent payment.
The Waivers waive noteholders’ right to require VMF, as issuer of the 2019 Notes to offer to repurchase such holder’s notes as a result of the change of control resulting from the proposed merger with LGI and all other defaults that might result from the merger. The Waivers are effective and operative as of the date hereof.
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